Item 1.01.
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Entry into a Material Definitive Agreement.
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First Amendment to Amended and Restated Credit Agreement
On February 4, 2019, Amedisys, Inc. (the Company) entered into a First Amendment to Amended and Restated Credit Agreement,
effective as of that date (the First Amendment), by and among the Company and Amedisys Holding, L.L.C., a wholly-owned subsidiary of the Company (Holding and together with the Company, the Borrowers), as the
borrowers, certain subsidiaries of the Company party thereto as guarantors, Bank of America, N.A. (the Administrative Agent), as the administrative agent, swingline lender and letter of credit issuer, JPMorgan Chase Bank, N.A. (JP
Morgan), as syndication agent, Capital One Bank, National Association, Citizens Bank, N.A., Compass Bank, Fifth Third Bank, Hancock Whitney Bank, Regions Bank, and Wells Fargo Bank, National Association, as
co-documentation
agents, the lenders party thereto (the Lenders), Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill Lynch), Citizens Bank, N.A., Fifth Third Bank and
JP Morgan, as joint lead arrangers, and Merrill Lynch and JP Morgan, as joint bookrunners. The First Amendment amends the Amended and Restated Credit Agreement, dated as of June 29, 2018 (the Existing Credit Agreement, and as
amended by the First Amendment, the Amended Credit Agreement).
The Amended Credit Agreement provides for a senior secured
credit facility in an initial aggregate principal amount of up to $725 million, which includes a revolving facility in the principal amount of $550 million (the Revolving Facility), which existed under the Existing Credit
Agreement, and a term loan facility in the principal amount of up to $175 million (the Term Loan Facility and collectively with the Revolving Facility, the Credit Facility), which was added by the First Amendment. The
Revolving Facility includes a $60 million sublimit for the issuance of standby letters of credit and a $25 million sublimit for swingline loans.
The Company borrowed the entire principal amount of the Term Loan Facility on February 4, 2019 in order to fund a portion of the purchase
price of the Compassionate Care Hospice Group, Inc. acquisition (described in Item 2.01 below), with the remainder of the purchase price and associated transactional fees and expenses funded by proceeds from the Revolving Facility.
The loans issued under the Credit Facility bear interest on a per annum basis, at the Borrowers election, at either (i) the Base
Rate plus an applicable margin or (ii) the Eurodollar Rate plus an applicable margin. In the Amended Credit Agreement Base Rate and Eurodollar Rate have the same definitions as in the Existing Credit Agreement, which
rates are described in the Companys Current Report on Form
8-K
filed with the Securities and Exchange Commission on July 2, 2018. The Amended Credit Agreement, however, provides for an applicable
margin that is 0.25% lower than the margin provided in the Existing Credit Agreement. As a result, the current applicable margin for Base Rate loans and Eurodollar Rate loans is equal to 0.50% per annum and 1.50% per annum, respectively. The
applicable margin may be adjusted to an amount equal to 0.25% per annum, 0.75% per annum and 1.00% per annum for Base Rate loans, and to an amount equal to 1.25% per annum, 1.75% per annum, and 2.00% per annum for Eurodollar Rate loans, depending on
the Borrowers consolidated leverage ratio at the end of each fiscal quarter.
The final maturity date of the Credit Facility is
February 4, 2024. The Revolving Facility will terminate and be due and payable as of the final maturity date. The Term Loan Facility, however, is subject to quarterly amortization of principal in the amount of (i) 0.625% for the period
commencing on February 4, 2019 and ending on March 31, 2020, (ii) 1.250% for the period